BYLAWS
OF
MOBILE DESIGN CONCEPTS, INC.
A NEVADA CORPORATION
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T A B L E O F C O N T E N T S
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ARTICLE I OFFICES
Section 1.01 Registered Office 1
Section 1.02 Locations of Offices 1
ARTICLE II SHAREHOLDERS
Section 2.01 Annual Meeting 1
Section 2.02 Special Meetings 1
Section 2.03 Place of Meetings 1
Section 2.04 Notice of Meetings 1
Section 2.05 Waiver of Notice 1
Section 2.06 Fixing Record Date 1
Section 2.07 Voting Lists 2
Section 2.08 Quorum 2
Section 2.09 Vote Required 2
Section 2.10 Voting of Stock 2
Section 2.11 Proxies 2
Section 2.12 Written Consent to Action
by Stockholders 2
ARTICLE III DIRECTORS
Section 3.01 Number, Term, and Qualifications 3
Section 3.02 Vacancies and Newly
Created Directorships 3
Section 3.03 General Powers 3
Section 3.04 Regular Meetings 3
Section 3.05 Special Meetings 3
Section 3.06 Meetings by Telephone
Conference Call 3
Section 3.07 Notice 3
Section 3.08 Quorum 3
Section 3.09 Manner of Acting 3
Section 3.10 Compensation 3
Section 3.11 Presumption of Assent 3
Section 3.12 Resignations 4
Section 3.13 Written Consent to Action by
Directors 4
Section 3.14 Removal 4
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ARTICLE IV OFFICERS
Section 4.01 Number 4
Section 4.02 Election, Term of Office,
and Qualifications 4
Section 4.03 Subordinate Officers, Etc. 4
Section 4.04 Resignations 4
Section 4.05 Removal 4
Section 4.06 Vacancies and Newly
Created Offices 4
Section 4.07 The Chairman of the Board 4
Section 4.08 The President 5
Section 4.09 The Vice Presidents 5
Section 4.10 The Secretary 5
Section 4.11 The Treasurer 6
Section 4.12 General Manager 6
Section 4.13 Salaries 6
Section 4.14 Surety Bonds 6
ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF
MONEY, AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments 7
Section 5.02 Loans 7
Section 5.03 Deposits 7
Section 5.04 Checks, Drafts, Etc. 7
Section 5.05 Bonds and Debentures 7
Section 5.06 Sale, Transfer, Etc. of Securities 7
Section 5.07 Proxies 7
ARTICLE VI CAPITAL SHARES
Section 6.01 Stock Certificates 8
Section 6.02 Transfer of Stock 8
Section 6.03 Regulations 8
Section 6.04 Maintenance of Stock Ledger
at Principal Place of Business 8
Section 6.05 Transfer Agents and Registrars 8
Section 6.06 Closing of Transfer Books and
Fixing of Record Date 8
Section 6.07 Lost or Destroyed Certificates 9
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ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted 9
Section 7.02 Powers 9
Section 7.03 Proceedings 9
Section 7.04 Quorum and Manner of Acting 9
Section 7.05 Resignations 9
Section 7.06 Removal 9
Section 7.07 Vacancies 9
Section 7.08 Compensation 10
ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND
DIRECTOR CONTRACTS
Section 8.01 Indemnification:
Third Party Actions 10
Section 8.02 Indemnification: Corporate Actions 10
Section 8.03 Determination 10
Section 8.04 Advances 10
Section 8.05 Scope of Indemnification 11
Section 8.06 Insurance 11
Section 8.07 Officer and Director Contracts 11
ARTICLE IX FISCAL YEAR 11
ARTICLE X DIVIDENDS 11
ARTICLE XI AMENDMENTS 11
CERTIFICATE OF SECRETARY 12
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BYLAWS
OF
MOBILE DESIGN CONCEPTS, INC.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office shall be in the
city of Reno, state of Nevada.
Section 1.02 Locations of Offices. The corporation may also have offices
at such other places both within and without the state of Nevada as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders
shall be held at such time and at such date between 90 and 180 days after the
end of the corporation's fiscal year as the board of directors may designate and
provide for in the notice of the meeting. If the election of directors shall
not be held on the day designated herein for the annual meeting of the
stockholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the stockholders as soon
thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders may
be called at any time by the board of directors.
Section 2.03 Place of Meetings. The board of directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, the place of meeting shall be at the principal office of the
corporation.
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Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the stockholders (whether annual or special), to be mailed at least
ten days, but not more than 50 days, prior to the meeting, to each stockholder
of record entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of any
meeting of stockholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of notice regardless of whether waiver,
consent, or approval is signed or any objections are made, unless attendance is
solely for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. All such waivers, consents, or approvals shall be made a part of the
minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or stockholder entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect to any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the board of directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than 50 days and, in case of a meeting of stockholders, not
less than 10 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting, the day preceding the date on which notice of the meeting is mailed
shall be the record date. For any other purpose, the record date shall be the
close of business on the date on which the resolution of the board of directors
pertaining thereto is adopted. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof. Failure to comply
with this section shall not affect the validity of any action taken at a meeting
of stockholders.
Section 2.07 Voting Lists. The officers of the corporation shall cause
to be prepared from the stock ledger, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The original stock ledger shall be prima facie
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section, or the books of the corporation, or to vote
in person or by proxy at any meeting of stockholders.
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Section 2.08 Quorum. Stock representing a majority of the voting power
of all outstanding stock of the corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum at a meeting of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at a meeting, the
vote of the holders of stock having a majority of the voting power present in
person or represented by proxy shall decide all questions brought before such
meeting, unless a question is one on which, by express provision of the statutes
of the state of Nevada or of the articles of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 2.10 Voting of Stock. Unless otherwise provided in the articles
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the voting capital
stock held by such stockholder, subject to the modification of such voting
rights of any class or classes of the corporation's capital stock by the
articles of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each
stockholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such stock, as the case may be, as shown on
the stock ledger of the corporation or by his attorney who has been duly
authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxy, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the stock so held and the persons whose
shares are pledged shall be entitled to vote, unless the transfer by the pledgor
in the books and records of the corporation shall have expressly empowered the
pledgee to vote thereon, in which case the pledgee, or his proxy, may represent
such stock and vote thereon. No proxy shall be voted or acted on after 6 months
from its date, unless it is coupled with an interest or the proxy provides for a
longer period, which may not exceed 7 years from the date of the proxy.
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Section 2.12 Written Consent to Action by Stockholders. Unless otherwise
provided in the articles of incorporation, any action required to be taken at
any annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
a majority of the outstanding stock entitled to vote with respect to the subject
matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 Number, Term, and Qualifications. The number of directors
which shall constitute the whole board shall be not less than two nor more than
nine. Within the limits above specified, the number of directors shall be
determined by resolution of the board of directors or by the stockholders at the
annual meeting of the stockholders or a special meeting called for such purpose,
except as provided in section 3.02 of this article, and each director elected
shall hold office until his successor is elected and qualified. Directors need
not be residents of the state of incorporation or stockholders of the
corporation.
Section 3.02 Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify. If there are no directors in office, then an
election of directors may be held in the manner provided by statute.
Section 3.03 General Powers. The business of the corporation shall be
managed under the direction of its board of directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute, by the articles of incorporation, or by these bylaws, directed or
required to be exercised or done by the stockholders.
Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of stockholders. The
board of directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board,
president, vice president, or any two directors. The person or persons
authorized to call special meetings of the board of directors may fix any place,
either within or without the state of incorporation, as the place for holding
any special meeting of the board of directors called by them.
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Section 3.06 Meetings by Telephone Conference Call. Members of the board
of directors may participate in a meeting of the board of directors or a
committee of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at
least five days prior thereto by written notice delivered personally or mailed
to each director at his regular business address or residence, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. The presence of a majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the board
of directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, and individual directors shall have no power as such.
Section 3.10 Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.11 Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
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Section 3.12 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the board of directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.
Section 3.13 Written Consent to Action by Directors. Any action required
to be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a
unanimous vote of all the directors or members of the committee.
Section 3.14 Removal. Any director may be removed from office by the
vote of stockholders representing not less than two-thirds of the voting power
of issued and outstanding stock entitled to voting power.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, a secretary, a treasurer, and such other officers as may be appointed
by the board of directors, including, a chairman of the board, one or more vice
presidents, an assistant secretary, an assistant treasurer, or a general
manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the board of directors annually at its annual meeting. In
the event of failure to choose officers at an annual meeting of the board of
directors, officers may be chosen at any regular or special meeting of the board
of directors. Each such officer (whether chosen at an annual meeting of the
board of directors to fill a vacancy or otherwise) shall hold his office until
the next ensuing annual meeting of the board of directors and until his
successor shall have been chosen and qualified, or until his death, or until his
resignation or removal in the manner provided in these bylaws. Any one person
may hold any two or more of such offices. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain director of the
corporation during the term of his office. No other officer need be a director.
Section 4.03 Subordinate Officers, Etc. The board of directors from time
to time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority,
and perform such duties as the board of directors from time to time may
determine. The board of directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be stockholders or directors.
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Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the board of directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the board of directors called for that purpose or at a
regular meeting, by the vote of a majority of the directors, with or without
cause. Any officer or agent appointed in accordance with the provisions of
section 4.03 hereof may also be removed, either with or without cause, by any
officer on whom such power of removal shall have been conferred by the board of
directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the board of directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The chairman of the board, if
there be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all stockholders' meetings;
(b) He or she shall preside at all meetings of the board of directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) If no general manager has been appointed, he shall be the chief
executive officer of the corporation, and, subject to the direction of the board
of directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he shall preside at meetings of the stockholders and board
of directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing
stock of the corporation, the issuance of which shall have been authorized by
the board of directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and shall
exercise such other powers and perform such other duties as from time to time
may be assigned to him by the board of directors.
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Section 4.09 The Vice Presidents. The board of directors may, from time
to time, designate and elect one or more vice presidents, one of whom may be
designated to serve as executive vice president. Each vice president shall have
such powers and perform such duties as from time to time may be assigned to him
by the board of directors or the president. At the request of or in the absence
or disability of the president, the executive vice president or, in the absence
or disability of the executive vice president, the vice president designated by
the board of directors or (in the absence of such designation by the board of
directors) by the president, the senior vice president, shall perform all the
duties of the president, and when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance
with the provisions of these bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing stock of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these bylaws, and when so affixed, he may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she shall have charge of the stock ledger and books of the
corporation and cause such books to be kept in such manner as to show at any
time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the amount of stock held by each holder and time when each became such
holder of record; and he shall exhibit at all reasonable times to any director,
on application, the original or duplicate stock ledger. He or she shall cause
the stock ledger referred to in section 6.04 hereof to be kept and exhibited at
the principal office of the corporation, or at such other place as the board of
directors shall determine, in the manner and for the purpose provided in such
section;
(f) He or she shall be empowered to sign certificates representing
stock of the corporation, the issuance of which shall have been authorized by
the board of directors; and
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(g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him by these bylaws or
as from time to time may be assigned to him by the board of directors or the
president.
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
(a) He or she shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the board of directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of his transactions as treasurer, and render a full financial report
at the annual meeting of the stockholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all
the business and transactions of the corporation and exhibit such books to any
directors on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the corporation; and
(g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him by these bylaws or
as from time to time may be assigned to him by the board of directors or the
president.
Section 4.12 General Manager. The board of directors may employ and
appoint a general manager who may, or may not, be one of the officers or
directors of the corporation.
The general manager, if any, shall have the following powers and duties:
(a) He or she shall be the chief executive officer of the corporation
and, subject to the directions of the board of directors, shall have general
charge of the business affairs and property of the corporation and general
supervision over its officers, employees, and agents;
<PAGE>
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the board of directors;
(c) Subject to the approval of the board of directors or the executive
committee, if any, he shall employ all employees of the corporation, or delegate
such employment to subordinate officers, or such division chiefs, and shall have
authority to discharge any person so employed; and
(d) He or she shall make a report to the president and directors
quarterly, or more often if required to do so, setting forth the results of the
operations under his charge, together with suggestions looking toward
improvement and betterment of the condition of the corporation, and shall
perform such other duties as the board of directors may require.
Section 4.13 Salaries. The salaries and other compensation of the
officers of the corporation shall be fixed from time to time by the board of
directors, except that the board of directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provisions of
section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the board of directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the board of
directors may direct, conditioned on the faithful performance of his duties to
the corporation, including responsibility for negligence and for the accounting
of all property, monies, or securities of the corporation which may come into
his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the articles of incorporation or these bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the board of directors. The board of directors may, subject to
any limitation contained in the articles of incorporation or in these bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation. Any such
authorization may be general or confined to specific instances.
<PAGE>
Section 5.02 Loans. No loan or advance shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the board of directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws, evidences
of indebtedness of the corporation, shall be signed by such officer or officers
or such agent or agents of the corporation and in such manner as the board of
directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the board of directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by any
officer or agent authorized by the board of directors.
Section 5.07 Proxies. Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the board of directors.
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ARTICLE VI
CAPITAL SHARES
Section 6.01 Stock Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the president or
any vice president and the secretary or assistant secretary, and sealed with the
seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class or series of stock owned by him in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be such officer of the corporation, for any
reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
Certificates representing stock of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the stock books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
stock represented thereby, the number and kind, class or series of such stock,
and the date of issuance thereof. Every certificate exchanged or returned to
the corporation shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his attorney duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the corporation or any of its transfer
agents, and on surrender of the certificate or certificates, properly endorsed
or accompanied by proper instruments of transfer, representing such stock.
Except as provided by law, the corporation and transfer agents and registrars,
if any, shall be entitled to treat the holder of record of any stock as the
absolute owner thereof for all purposes, and accordingly shall not be bound to
recognize any legal, equitable, or other claim to or interest in such stock on
the part of any other person whether or not it or they shall have express or
other notice thereof.
Section 6.03 Regulations. Subject to the provisions of the articles of
incorporation, the board of directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption, and
registration of certificates for stock of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business.
A stock ledger (or ledgers where more than one kind, class, or series of stock
is outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
containing the names, alphabetically arranged, of original stockholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of stock held by each. Such
stock ledgers shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
<PAGE>
Section 6.05 Transfer Agents and Registrars. The board of directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing stock of the corporation, and may require all such
certificates to bear the signature of either or both. The board of directors
may from time to time define the respective duties of such transfer agents and
registrars. No certificate for stock shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such stock, and until registered by a registrar, if at such date the
corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the stock ledgers
of the corporation for a period of not to exceed 50 days preceding the date of
any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the board of
directors may fix in advance a date, not exceeding 50 days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of the
stockholders entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.
(c) If the stock ledgers shall be closed or a record date set for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for, or such record date
shall be, at least ten days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a
new certificate for stock of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the board
of directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representatives, to give the corporation a bond in such
form and amount as the board of directors may direct, and with such surety or
sureties as may be satisfactory to the board, to indemnify the corporation and
its transfer agents and registrars, if any, against any claims that may be made
against it or any such transfer agent or registrar on account of the issuance of
such new certificate. A new certificate may be issued without requiring any
bond when, in the judgment of the board of directors, it is proper to do so.
<PAGE>
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The board of directors may designate an
executive committee and such other committees as the board of directors may deem
appropriate, each of which committees shall consist of one or more directors.
Members of the executive committee and of any other committee shall be
designated annually at the annual meeting of the board of directors; provided,
however, that at any time the board of directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his successor shall
have been designated or until his resignation or removal in the manner provided
in these bylaws.
Section 7.02 Powers. During the intervals between meetings of the board
of directors, the executive committee shall have and may exercise all powers of
the board of directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the board of directors or
to amend these bylaws, and except for such powers as by law may not be delegated
by the board of directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the board of directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the board of directors at the meeting of the board of
directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee, and of such other committees as may be designated hereunder
by the board of directors, the presence of members constituting a majority of
the total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the executive committee, and
of such other committees as may be designated hereunder by the board of
directors, shall act only as a committee and the individual members thereof
shall have no powers as such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the board of directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified therein, such resignation shall
take effect on delivery.
<PAGE>
Section 7.06 Removal. The board of directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either with or without cause.
Section 7.07 Vacancies. If any vacancy should occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continue to
act, unless such committee consisted of more than one member prior to the
vacancy or vacancies and is left with only one member as a result thereof. Such
vacancy may be filled at any meeting of the board of directors.
Section 7.08 Compensation. The board of directors may allow a fixed sum
------------
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of the said
committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, except an action by
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
<PAGE>
Section 8.02 Indemnification: Corporate Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue, or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
must be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense. Any indemnification
under sections 8.01 or 8.02, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case on a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
sections 8.01 or 8.02. The determination shall be made: (a) by the
stockholders; (b) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the act, suit, or proceeding;
(c) if a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding so orders, by independent legal counsel in a
written opinion; or (d) if a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
Section 8.04 Advances. Expenses incurred by officers and directors in
defending a civil or criminal action, suit, or proceeding shall be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit, or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
Section 8.05 Scope of Indemnification. The indemnification and
advancement of expenses authorized in or ordered by the corporation pursuant to
sections 8.01, 8.02, 8.04:
(a) does not exclude any other rights to which a person seeking
indemnification or advancement of expenses, including corporate personnel other
than directors or officers, may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to section 8.02 or for the advancement of expenses made
pursuant to section 8.04, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action; and
<PAGE>
(b) continues for a person who has ceased to be a director, officer,
employee, or agent and inures to the benefit of the heirs, executors, and
administrators of such a person.
Section 8.06 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in his capacity as a director, officer,
employee, or agent, or arising out of his status as such, whether or not the
corporation has the authority to indemnify him against such liability and
expenses.
Section 8.07 Officer and Director Contracts. No contract or other
transaction between the corporation and any other firm or corporation shall be
affected by the fact that a director or officer of the corporation has an
interest in, or is a director or officer of the corporation or any such other
corporation. Any officer or director, individually or with others, may be a
party to, or may have an interest in, any transaction of the corporation or any
transaction in which the corporation is a party or has an interest. Each person
who is now or may become an officer or director of the corporation is hereby
relieved from liability that he might otherwise obtain in the event such officer
or director contracts with the corporation for the benefit of himself or any
firm or other corporation in which he may have an interest; provided, such
officer or director acts in good faith.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
ARTICLE X
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding stock in the manner and on the terms and
conditions provided by the certificate of incorporation and by the laws.
<PAGE>
ARTICLE XI
AMENDMENTS
All bylaws of the corporation, whether adopted by the board of directors or
the stockholders, shall be subject to amendment, alteration, or repeal, and new
bylaws may be made, except that no bylaw adopted or amended by the stockholders
shall be altered or repealed by the board of directors.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he/she is the secretary of Mobile
Design Concepts, Inc., a corporation duly organized and existing under and by
virtue of the laws of the state of Nevada; that the above and foregoing bylaws
of said corporation were duly and regularly adopted as such by the board of
directors of said corporation by unanimous consent dated April 7, 2000, and that
the above and foregoing bylaws are now in full force and effect and supersede
and replace any prior bylaws of the corporation.
DATED this 7th day of April, 2000.
Mobile Design Concepts, Inc.
By /s/ Steven N. Bednarik
Steven N. Bednarik, Secretary
